Banijay Group S.A.S entered into a definitive agreement to acquire Endemol Shine Group from The Walt Disney Company (NYSE:DIS) and funds of Apollo Global Management, Inc. (NYSE:APO) for $2.2 billion on October 26, 2019. Endemol Shine's debt was $1.83 billion as of December 2018. The acquisition will be financed through a capital increase of Banijay Group and committed debt financing, which includes a committed full refinancing of Banijay and Endemol Shine's existing financial debt, supported by Deutsche Bank, Natixis and Société Générale. Post-closing, the combined group will be held by LDH (67.1%) and Vivendi (32.9%). LDH is a holding company controlled by Financière LOV (52%), Stéphane Courbit's investment arm. LDH has the other shareholders namely, the Italian Group De Agostini with 36% of the capital, and Fimalac, the investment company of Marc Ladreit de Lacharrière, which will own 12% of the capital through a reserved capital increase dedicated to the financing of this transaction. Deutsche Bank, Natixis and Société Générale have underwritten the financial debt required for this acquisition. The combined group will be led by Chief Executive Officer, Marco Bassetti, with Sophie Turner Laing stepping down from her role as Chief Executive Officer of Endemol Shine Group. As of February 10, 2020, Banijay Group has completed its refinancing drive to raise $2.5 billion for the acquisition of Endemol Shine Group. Banijay Group listed the details of the financing, including approximately $630 million senior secured notes due 2025; $403 million senior secured notes due 2025; approximately $440 million senior notes due 2026; approximately $490 million term loan B facility; $460 million term loan B facility; and approximately $185 million (equivalent) multicurrency Revolving Credit Facility. The acquisition is subject to customary closing conditions, including regulatory clearances, anti-trust approval and consultation with the relevant employee representative bodies. As of February 10, 2020, Anti-trust approval for the transaction is expected to be received this summer and Banijay is currently securing regulatory approval for its takeover. As on June 12, 2020, the European Commission is preparing to make a competition ruling, setting a provisional date of June 30, 2020 for a decision. As of July 1, 2020, transaction was approved by European Commission. The transaction is expected to be completed in the first half of 2020.

Latham & Watkins LLP acted as legal advisors to Deutsche Bank, Natixis and Société Générale, who were the underwriters for the financial debt. Société Générale acted as financial advisor to Financière LOV. Gregoire Chertok, Pierre-Henri Chappaz and Arnaud Massard of Rothschild and Rich Brail and Adam Jaffe of PJ Solomon acted as financial advisors and Christophe Vinsonneau, Martin Lebeuf, Benjamin Burman, Martin Grange, Igor Simic, Alexandre Rios and Loïc Védie of Darrois Villey Maillot Brochier, Leo Groothuis and Stefan Wissing of NautaDutilh N.V. and Macfarlanes LLP acted as legal advisors to Banijay. Ehren Stenzler of LionTree Advisors acted as financial advisor to Endemol Shine Group, The Walt Disney Company and funds of Apollo Global Management, Inc. Deutsche Bank acted as financial advisor to Endemol Shine Group. Cedric Van den Borren, Samuel Norris, Antoine Lebienvenu, Ben Myers, Vincent Ponsonnaille and Eric Wedel of Kirkland & Ellis LLP acted as legal advisor on the debt financing aspects to Banijay.

John Scott, Ellen Ching, Gregory Ezring, Robert Zochowski, Brian Janson, David Carmona, David Lakhdhir, Manuel Frey, Brian Finnegan, Austin Witt, David Levine, Brad Okun, Brian Grieve, Lawrence Witdorchic, Chuck Googe, Elizabeth Sacksteder, Rick Rule, Lewis Clayton, Aidan Synnott, Peter Jaffe, Rachel Fiorill and Carolyn Casselman of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to funds of Apollo and Endemol Shine Group. George F. Schoen, Allison M. Wein, Nicholas A. Dorsey, Lauren Angelilli, Andrew Carlon, Jonathan J. Katz, Nicole F. Foster and Jesse M. Weiss of Cravath, Swaine & Moore LLP acted as legal advisor to The Walt Disney Company. Victor de Vlaam of Hogan Lovells acted as legal advisor to Endemol Shine Group. In Paris, the team headed by Xavier Doumen and Sophie Han of Hogan Lovells intervened on the Corporate aspects of the transaction. Ernst & Young Société d'Avocats, Accounting Arm acted as accountant to Banijay Group S.A.S. Louis-François Guéret of Bompoint firms acted as legal advisor to Vivendi and Fimalac.